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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Visioneer Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
92830V104
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 13 Pages
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CUSIP NO. 801003 10 13G Page 2 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Partech International Ventures C.V. (formerly Paribas U.S. Partners
V.O.F.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherland Antilles
NUMBER OF 5 SOLE VOTING POWER
SHARES 361,945 shares
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares
7 SOLE DISPOSITIVE POWER
361,945 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 361,945
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 3 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Parvest U.S. Partners II C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherland Antilles
NUMBER OF 5 SOLE VOTING POWER
SHARES 869,722 shares
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares
7 SOLE DISPOSITIVE POWER
869,722 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 869,722
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 4 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BVI Venture Managers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,000 shares
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares
7 SOLE DISPOSITIVE POWER
5,000 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 5 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Tradeinvest Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES 106,667 shares
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
106,667 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 106,667
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 6 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Vincent R. Worms
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 55,500 shares
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
1,637,161
7 SOLE DISPOSITIVE POWER
55,500 shares
8 SHARED DISPOSITIVE POWER
1,637,161 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,692,661
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 7 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Thomas G. McKinley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 0 shares
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
1,525,494 shares
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
1,525,494 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,525,494
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 8 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
U.S. Growth Fund Partners C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherland Antilles
NUMBER OF 5 SOLE VOTING POWER
SHARES 281,500 shares
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares
7 SOLE DISPOSITIVE POWER
281,500 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 281,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 9 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Multinvest Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,000 shares
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
5,000 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 801003 10 13G Page 10 of 13 Pages
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1 NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Double Black Diamond I, LLC (formerly Double Black Diamond L.P.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 7,327 shares
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
7,327 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,327
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 11 of 13 Pages
This statement amends the Statement on Schedule 13(G) filed by
Partech International Ventures C.V. (formerly Paribas U.S.
Partners V.O.F.), Parvest U.S. Partners II C.V., U.S. Growth
Fund Partners C.V., Tradeinvest Limited, Multinvest Limited,
BVI Venture Managers, Double Black Diamond L.P., Vincent R.
Worms and Thomas G. McKinley (collectively, the "Reporting
Persons"). Only those Items as to which there has been a
change of information are included in this Amendment.
ITEM 4. OWNERSHIP
The following information with respect to the ownership of Common
Stock of the issuer by the persons filing this Statement is provided
as of December 31, 1997:
(a) AMOUNT BENEFICIALLY OWNED:
See Row 9 of cover page for each Reporting Person.
(b) PERCENT OF CLASS:
See Row 11 of cover page for each Reporting Person.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 5 of cover page for each Reporting
Person.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 6 of cover page for each Reporting
Person.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 7 of cover page for each Reporting
Person.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 8 of cover page for each Reporting
Person.
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Page 12 of 13 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: / /
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON
The following have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of, such
securities: Paribas Asset Management, Par V.V.O.F., Madeline U.S.
Partners II C.V., Thomas G. McKinley, Madeline Europe Partners
II C.V., Vincent Worms
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP
N/A
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such
purposes or effect.
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Page 13 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 12, 1998
/s/ Thomas G. McKinley
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Thomas G. McKinley on behalf of Parvest U.S.
Partners II C.V., Partech International
Ventures C.V., U.S. Growth Fund Partners C.V
and Double Black Diamond I, LLC, in his
capacity as a general partner
/s/ Vincent Worms
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Vincent R. Worms on behalf of Parvest U.S.
Partners II C.V., Paribas Internaitonal
Ventures C.V., U.S. Growth Fund Partners C.V.,
and Double Black Diamond I, LLC, in his
capacity as a general and Tradeinvest Limited
and Multinvest Limited in his capacity as a
Director
